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MSURA Bylaws

BYLAWS

OF THE

MICHIGAN STATE UNIVERSITY RETIREES ASSOCIATION INC.

ARTICLE 1

PURPOSES AND DEFINITIONS

SECTION 1.1 . Michigan State University Retirees Association Inc. (the “Corporation”) is organized as a membership corporation pursuant to the Michigan Nonprofit Corporation Act, 1982 PA 162, as amended, MCL 450.2101 et seq. (the “Nonprofit Corporation Act”) and shall be operated within the meaning of Section 501(c)(5) of the United States Internal Revenue Code of 1986, as amended, and corresponding provisions of any subsequent federal tax laws, for the purposes set forth in the Corporation’s Articles of Incorporation.

The Corporation’s mission is to establish and maintain a community of fellowship among its members to stimulate individual and mutual interests and concerns; to bring its members together for social, recreational and educational purposes; to communicate and clarify information that has special impact upon retired persons and surviving spouses; to provide liaison between Michigan State University retirees and Michigan State University administration; and to participate in service projects and programs that benefit its members, Michigan State University and the community.

SECTION 1.2 . The principal activities of the Corporation include:

(a) Facilitate communication and develop mutual interests among its members.

(b) Nurture a constructive relationship between the University and its retirees.

(c) Pursue economic and social benefits for its members.

(d) Involve retirees in public needs and activities that contribute to the general welfare of Michigan State University and the community.

(e) Provide information about and keep in touch with ill or shut-in members.

(f) Encourage and increase participation in Corporation activities.

(g) Arrange monthly membership meetings during the academic year and an annual membership meeting each May.

(h) Prepare and distribute newsletters to subscribing members.

The Corporation's official newsletter shall be distributed to all subscribing members of the Corporation. Annual subscriptions shall run from January 1 through December 31. The amount of the annual subscription payment shall be determined annually by the Board.

SECTION 1.3 Definitions. Unless otherwise stated in these Bylaws, all of the terms used in these Bylaws have the meaning set forth in the Nonprofit Corporation Act.

ARTICLE 2

BOARD OF DIRECTORS

SECTION 2.1 General Powers. The Corporation's business, property and affairs shall be managed by a Board of Directors elected by the Corporation’s membership. The Board of Directors shall have full power to establish policies and to adopt rules and regulations for the conduct of Board of Directors meetings and the management of the Corporation as it may deem necessary and appropriate. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the Corporation that is not required, by the Corporation’s Articles of Incorporation, these Bylaws or the law, to be taken by some other party.

SECTION 2.2 Board Composition; Terms. The Board of Directors shall consist of (a) all elected Corporation officers, during their term of service, (b) the immediate past President, (c) a representative of every Standing Committee appointed by the President, for the term of the appointment, and (d) four at-large members elected for overlapping two-year terms with two terms expiring each year. Each Standing Committee representative appointed to the Board of Directors will be recommended by the President for approval by the Board of Directors. The Board of Directors, at its discretion, may also appoint one or two of its volunteer office management staff to positions on the Board of Directors, such positions being for terms without imposed limits except through death, resignation or removal by the Board of Directors.

SECTION 2.3. Meetings. The Board of Directors shall meet monthly, other than two summer months, and at the call of the President. Although most meetings should be open, the Board of Directors may hold a closed meeting at its discretion.

SECTION 2.4. Quorum; Manner of Acting. A quorum required to conduct official business at Board of Directors meetings shall be two-thirds (2/3) of its members. The vote of the majority of the Board of Directors members present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 2.5. Board of Directors Vacancies. Any vacancies that occur on the Board of Directors prior to the expiration of a term because of death, resignation, removal or otherwise, shall be filled through appointment by the Board of Directors. A person so appointed may continue in that position after the next annual membership meeting only if elected by the Corporation membership at that meeting.

SECTION 2.6. Compensation. Board of Directors members shall not receive compensation for their service as such.

ARTICLE 3

REGISTERED OFFICE

The registered office of the Corporation is at 1407 South Harrison Road, East Lansing, Michigan 48823. The registered office may be changed by the Corporation’s Board of Directors, but in any event the registered office must be located in the State of Michigan and be the business office of the resident agent, as required by the Nonprofit Corporation Act.

ARTICLE 4

MEMBERS

SECTION 4.1 Members. Members of the Corporation are (a) persons officially designated as retired by the Michigan State University Board of Trustees, and their spouses or surviving spouses, (b) upon their written request, persons retired from other employment who had formerly been employed or appointed to adjunct positions by Michigan State University, and their spouses or surviving spouses, and (c) active Michigan State University employees who pay an annual subscription as set by the Board of Directors of the Corporation.

SECTION 4.2 Rights and Privileges. Each member of the Corporation has the following rights and privileges:

(a) eligibility to cast one vote at the annual membership meeting for the election of officers and at-large members of the Board of Directors and on other matters which may come before the membership;

(b) eligibility to attend all member meetings;

(c) access to all draft and published documents of the Corporation; and

(d) such other privileges and benefits as may be established by the Board of Directors.

SECTION 4.3 Membership Meetings. The annual meeting of members of the Association shall be held in May of each year at a time and place determined by the Board of Directors for the purpose of electing officers and at-large members to the Board of Directors. Other meetings may be called by the President with the advice and consent of the Board at such times and at such places as may be appropriate for the membership.

Dates, times and locations of monthly and annual membership meetings will be announced in the Corporation's newsletter and in the MSU News Bulletin, distributed by mail and electronically as determined by the Board of Directors, and such announcements will be the only required notice of the meetings.

A Program Committee, chaired by the Vice President, shall be responsible for arranging programs for membership meetings.

SECTION 4.4 Manner of Acting. The vote of a majority of the members present at the annual membership meeting shall be the act of the membership, unless a greater percentage vote is required by the Corporation’s Articles of Incorporation or the Nonprofit Corporation Act.

ARTICLE 5

OFFICERS

SECTION 5.1 Designation of Officers. The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer. Officers shall perform duties generally performed by officers in similar organizations or as specified by the Board of Directors.

SECTION 5.2 Election of Officers and Term of Office. The officers of the Corporation shall be elected by the membership at the annual membership meeting in May and shall take office the following July 1.Nominations for at-large membership and officers of the Board of Directors shall be made by a nomination committee appointed by the Board of Directors. Additional nominations may be made by members from the floor at the time of the election.>

The President shall serve a one-year term, from July 1 through June 30, and will be eligible for re-election to a second one-year term. The Vice President shall serve a one-year term, from July 1 through June 30, and will be eligible for re-election to a second one-year term. Neither the President nor the Vice President may serve more than two consecutive one-year terms in either elected position. The Secretary and Treasurer shall serve two-year terms and shall be eligible for re-election in those positions indefinitely.

SECTION 5.3 Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the appointment of the Board of Directors for the unexpired portion of the term. A person so appointed may continue in that position after the next annual membership meeting only if elected by the membership at that meeting.

SECTION 5.4. Compensation. Officers of the Corporation shall not receive compensation for their service as officers.

ARTICLE 6

COMMITTEES

SECTION 6.1 Executive Committee. The Executive Committee shall comprise the elected officers (President, the Vice President, Secretary and Treasurer) and volunteer office managers appointed by the Board of Directors from time to time. The Board of Directors may delegate to such committee the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as may otherwise be provided by law. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the Board of Directors may require.

SECTION 6.2 Other Committees. All other standing, annual and ad hoc committees will be appointed by the President with the advice and consent of the Board of Directors. The President may appoint members of the Corporation to committees as the President considers appropriate for the benefit of the Corporation and will assign to them particular areas of responsibility.

ARTICLE 7

CORPORATE RECORDS AND REPORTS

SECTION 7.1 Record Inspection Rights of Directors. Every member of the Board of Directors shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 7.2 Right to Copy and Make Extracts. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

SECTION 7.3 Periodic Report. The Board of Directors shall prepare and approve an annual report, verified by the President and Treasurer, showing in detail the following: (a) The assets and liabilities of the Corporation; (b) the revenue or receipts of the Corporation; and (c) the expenses or disbursements of the Corporation. The Board of Directors shall cause any annual or periodic report required under law to be prepared and delivered to an office of the State of Michigan or to the members of this Corporation, to be so prepared and delivered within the time limits set by law.

ARTICLE 8

AMENDMENT; INTERPRETATION

SECTION 8.1 Amendment of By-Laws. These By-laws may be amended at any membership meeting by a two-thirds (2/3) vote of the members present at the meeting, if notice of proposed amendments has been published in the Corporation's local newsletter (Lansing area) and announced at a membership meeting prior to the one at which the vote to amend is to be taken.

SECTION 8.2 Interpretation. If the provisions of these Bylaws are deemed to conflict in any way with the Articles of Incorporation of the Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holdings. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of the Corporation, as amended, filed with an office of the State of Michigan and used to establish the legal existence of the Corporation.

ADOPTION OF BYLAWS

These Bylaws were adopted as and for the Bylaws of Michigan State University Retirees Association Inc., a Michigan nonprofit corporation, by written consent of the sole incorporators on May 10, 2010.

These Bylaws were revised and unanimously approved on May 5, 2014 at an Annual Meeting of the MSU Retirees Association so the  “Board of Directors shall consist of (d) four at-large members elected for overlapping two-year terms with two terms expiring each year.”

These Bylaws were revised and unanimously approved on May 2, 2016 at the Annual Meeting of the MSU Retirees Association to accurate reflect the tax exempt status of 501 (c) (5) as determined by the Internal Revenue Service letter dated November 15, 2010.